UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 13)*
Steelcase Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
858155 20 3
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
The number of shares reported above includes (i) 9,663,105 shares of Class B Common Stock of
the Issuer which are immediately convertible into an equal number of shares of Class A Common Stock
at the option of the holder and (ii) 144,055 shares of Class A Common Stock, 15,130 of which are
subject to issuance pursuant to options which are exercisable within 60 days of December 31, 2010.
If shares of Class B Common Stock are transferred to any person other than a Permitted Transferee
(as defined in the Issuers Second Restated Articles of Incorporation), such shares are
automatically converted on a share-for-share basis into shares of Class A Common Stock. Shares of
Class B Common Stock of the Issuer have the same attributes as shares of Class A Common Stock of
the Issuer except that each share of Class B Common Stock entitles the holder thereof to ten votes
on all matters upon which Shareholders have a right to vote and each share of Class A Common Stock
entitles the holder thereof to one vote on such matters.
If all the outstanding shares of Class B Common Stock of the Issuer were converted into shares
of Class A Common Stock, Mr. Welch would be deemed to be the beneficial owner of 7.4% of the Class
A Common Stock.
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Item 5. |
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Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following o.
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Item 6. |
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Ownership of More than Five Percent on Behalf of Another Person. |
Of the shares reported in Item 4 above, (i) 3,637,285 shares are held by trusts for the
benefit of Mr. Welch, of which trusts Mr. Welch serves as co-trustee, (ii) 100,287 shares are held
by various trusts for the benefit of members of Mr. Welchs family, of which trusts Mr. Welchs
wife serves as co-trustee, (iii) 333,791 shares are held by various trusts for the benefit of
members of Mr. Welchs family, of which trusts Mr. Welchs wife serves as trustee, (iv) 4,857,342
shares are held by Bonnico Limited Partnership, of which a trust of which Mr. Welch serves as
co-trustee is one of three general partners, and (v) 754,400 shares are held by a foundation of
which Mr. Welch is president. Mr. Welch disclaims beneficial ownership of the shares held Bonnico
Limited Partnership except to the extent of his pecuniary interest therein.
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Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company |
N/A
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Item 8. |
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Identification and Classification of Members of the Group |
N/A
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Item 9. |
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Notice of Dissolution of Group |
N/A
Page 5 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: January 28, 2011
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/s/ Liesl A. Maloney
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P. Craig Welch, Jr. |
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By: |
Liesl A. Maloney
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Attorney-in-Fact |
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Page 7 of 7 Pages